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CALIFORNIA CORPORATE & SECURITIES LAW

Introducing the ARR Ratio

On Wednesday, the Securities and Exchange Commission adopted a rule requiring the national securities exchanges and national securities associations to prohibit the listing of any equity security of an issuer that is not in compliance with the compensation committee and compensation adviser requirements in Section 10C of the Securities Exchange Act of 1934. Recently, I commented…

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Ex Parte Communications And SEC Rulemaking

In this recent post, I discussed a petition submitted by Professor Lucian Bebchuk and nine other academics asking that the Securities and Exchange Commission adopt rules requiring public companies to disclose to shareholders the use of corporate resources for political activities.  The Commission has received over a quarter of a million comments in response to this petition.…

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Petitioning the Securities and Exchange Commission

The Securities and Exchange Commission makes available on its website information on how members of the public may request that the Commission issue, amend or repeal a rule of general application.  Not too many people take advantage of this right.  Last year, a total of nine petitions were filed.  Six have been filed so far this…

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Supreme Court Fails To Bite At Bulldog And Oxfam America Sues The SEC

Supreme Court says “no” to Bulldog In March, I wrote that the Bulldog group of funds had asked the United States Supreme Court to determine the constitutionality of Massachusetts’ ban general solicitations in connection with the offer and sale of unregistered securities.  Despite representation by Harvard Law School Professor Laurence H. Tribe and an amicus…

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It May Be The Hobgoblin Of Little Minds, But California Requires It Nonetheless

In yesterday’s post, I mentioned the very recent decision by the U.S. Supreme Court in U.S. v. Home Concrete & Supply, LLC (April 25, 2012).  The underlying fight was about a tax deficiency, but the legal question was whether the Internal Revenue Service could adopt a regulation that effectively overruled a prior U.S. Supreme Court decision…

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The California Constitution, The FACA And The SEC’s New Investor Advisory Committee

Last month the Securities and Exchange Commission announced the formation of a new Investor Advisory Committee.  Section 911 of the Dodd-Frank Act created the committee to advise the SEC on: regulatory priorities, regulation of securities products, trading strategies, fee structures, the effectiveness of disclosure, and on initiatives to protect investor interests and to promote investor confidence…

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Waiting For The SEC . . .

Do deadlines really matter?  The answer is – “it depends”. At the Civil War military prison at Camp Sumter near Andersonville, Georgia, the “dead line” clearly mattered – as reflected in the Secretary of War’s report of the post bellum trial of the camp’s commander, Heinrich “Henry” Wirz: And he, the said Wirz, still wickedly pursuing his evil purpose, did establish and…

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Not As Rare As an Ivory-Billed Woodpecker, But Still A Rara Avis

In 2005, the birdwatching world was stunned by the announcement of the re-discovery of the Ivory-Billed Woodpecker, a magnificent member of the Picidae family thought to have become extinct more than a half century ago.  At the Office of Administrative Law, I recently spotted another rare bird.  In this case, it was a priority request for review of…

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